STOCKHOLDERS' DEFICIT | NOTE 5 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. Common Stock The Company is authorized to issue 27,000,000 shares of common stock, par value $0.001 per share. During the six months ended June 30, 2020, the Company issued 122,250 shares of common stock and recognized expense of $502,192 in stock compensation for consulting services. The Company also issued 30,975 shares of commons stock for the exercise of warrants and received $185,850 for the exercise of the warrants. The compensation was valued based on prior private placements or based on management’s estimates of value immediately prior to the IPO. During six months ended June 30, 2019, the Company issued 20,500 shares of common stock for services and recognized expense of $82,000 in stock compensation, issued 71,500 shares of common stock for $235,464 in cash, net of offering costs, and received 45,356 shares of the Company’s common stock in exchange for the assumption of $90,712 in liabilities. Shares issued for compensation were valued based on the price which common shares were being sold in the above private placements. Reverse Stock Split On June 29, 2020, the Company effectuated a 1-for-2 reverse stock split of its issued and outstanding shares of common stock by filing a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to employees, and consultants. Up to 2,500,000 shares of our common stock may be issued pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board. During the six months ended June 30, 2020, the Company granted 7,500 stock options to a related party with exercise prices of $11.00 per share vesting on issuance. The total grant date fair value was determined to be $27,799. During the six months ended June 30, 2019, the Company granted 550,000 stock options with exercise prices of $4.00 per share vesting on issuance. The total grant date fair value was determined to be $1,960,831. For all periods presented, the fair value of each stock option granted was estimated using the Black-Scholes assumption ranges and or factors as follows: Exercise price $ 4.00-11.00 Expected dividend yield 0 % Risk free interest rate 0.39% - 2.65 % Expected life in years 2.79-7.52 Expected volatility 141-146 % The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of stock options. The expected term of stock options is calculated using either the simplified method for employee options which takes into consideration the contractual life and vesting terms of the options, unless the options are expected to vest in which case the contractual term of the options. The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. Management estimated the fair value of common stock by looking at a market approach which takes into consideration past sales of stock to third parties and Company developments to date. The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. The following is an analysis of the stock option grant activity under the Plan: Weighted Weighted Number Exercise Remaining Stock Options Outstanding December 31, 2019 1,102,500 $ 4.00 7.77 Granted 7,500 11.00 7.52 Expired or forfeited - - - Outstanding June 30, 2020 (unaudited) 1,110,000 $ 4.05 7.25 Nonvested Options Shares Weighted- Nonvested at December 31, 2019 - $ - Granted 7,500 11.00 Vested (7,500 ) 11.00 Forfeited - - Nonvested at June 30, 2020 (unaudited) - $ - The Company recognized compensation expense related to options issued and vesting of $27,799 during the six months ended June 30, 2020, which is included in general and administrative expenses in the accompanying statements of operations. There is no additional expense to be recognized on previously granted options as of June 30, 2020. The Company recognized compensation expense related to options issued and vesting of $2,513,826 during the period ended June 30, 2019, which is included in general and administrative expenses in the accompanying statements of operations. Warrants A summary of warrant issuances are as follows: Number Weighted Weighted Warrants Outstanding December 31, 2019 1,382,478 4.44 2.84 Granted 5,000 11.00 3.00 Forfeited (65,000 ) 4.00 - Exercised (30,975 ) 6.00 - Outstanding June 30, 2020 (unaudited) 1,291,503 $ 4.46 2.32 Nonvested Warrants Shares Weighted- Nonvested at December 31, 2019 200,000 4.00 Granted 5,000 - Vested - - Forfeited (65,000 ) - Nonvested at June 30, 2020 (unaudited) 140,000 $ 4.00 The warrants are valued using similar inputs as noted in the stock options section above, with the exception of the expected life which is the contractual life. The Company recognized compensation expense related to warrants issued and vesting of $159,777 and $226,541 during the six months ended June 30, 2020 and 2019, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $212,093 with a weighted average vesting term of 0.97 years as of June 30, 2020. During the six months ended June 30, 2020, 30,975 warrants were exercised for 30,975 shares of common stock. The Company recognized proceeds of $185,850 related to the exercises. During the three months ended June 30, 2020, the Company issued 5,000 warrants with an exercise price of $11.00 and a term of 3 years. On April 10, 2020, the Company terminated a consulting agreement dated December 1, 2018. As part of this termination agreement the consultant forfeited 65,000 non-vested. The consultant holds 25,000 warrants which were previously vested. |